CURRENT REPORT FOR ISSUERS SUBJECT TO THE
                         1934 ACT REPORTING REQUIREMENTS

                                   FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                   For the Fiscal Year Ended December 31, 2005

                         SILVER PEARL ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

           NEVADA                    333-124837              45-0538522
(State or other jurisdiction   (Commission File Number)   (IRS Employer
  of incorporation)                                        Identification No.)


                  1541 E. Interstate 30, Rockwall, Texas 75087
               (Address of principal executive offices (zip code))

                                  972-722-3352
              (Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports) and (2) has been subject to such filing  requirement  for the past
90 days.
                            [X] YES [ ] NO

Indicate by a check mark whether the  registrant  is a shell company (as defined
in Rule 12b-2 of the Securities Exchange Act of 1934.
                            [ ] YES [X] NO

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2005: $-0-

Shares of common stock outstanding at December 31, 2005:  5,025,300




<PAGE>



PART I.

ITEM 1.           DESCRIPTION OF BUSINESS

         We were  incorporated  on May 4,  2004 in the  State of Texas as Silver
Pearl  Enterprises,  Inc. in order to sell furniture and decorating  accessories
for both  residential  and  commercial  uses. We purchase our furniture  through
companies that import directly from  manufacturers in China, and some decorating
items from local  importers  and  distributors.  We opened our store in December
2004 and need to raise money for  additional  inventory and to promote our store
and our website.

         Sales  in  2005  were  $134,690  and  in  2004  were  $8,209.  We  sell
residential  and office  furniture that is imported  mostly from China and other
decorating  accessories,  some of which are imported and some of which we obtain
from local importers and distributors.

We are an  independent  retailer of home and  commercial  furniture  and related
accessories.   Our  product  offerings  include  sofas,  love  seats,   mirrors,
occasional tables, lamps, rugs, bed frames, bureaus and dressers,  pictures, and
assorted home and business ornamental accessories.

Our sole location is currently  located in the Dallas Texas Metroplex  operating
out of a 2,980 square foot commercial building.

We purchase  product by  container  load  resulting  in higher  retail  margins,
cheaper pricing to the public, and a non-dependency on any one supplier.

All  product  sold is bought in its  finished  state.  We perform no assembly or
manufacture,  acting  simply as a retail  outlet  for  imported  and  regionally
purchased  home and business  furniture and  accessories.  We are an established
business,  having been incorporated in June 2004 and having our grand opening in
December of 2004. We do not plan to offer a new product for which development is
necessary but may offer for sale pre-manufactured products that meet our product
mix and tastes of our customer base.

The retail sale of home and office  furniture and related  accessories is retail
focused and therefore driven by the local economy and the individual  tastes and
preferences of the purchaser. We are keenly aware that to be competitive we must
not only offer the best value for the money but also the service  our  customers
expect when  purchasing.  It is our opinion  the  competitiveness  of the retail
industry for home and office furnishing entails quality product, utilitarian and
ascetic  aspects of the  products,  and service  through  product  knowledge and
timely  delivery.  Competition  varies  by  local  retail  outlets  and  product
offering.  It is our opinion our imported  products are unique and  desirable by
the discriminating consumer.

We compete with not only local  individual  retail stores but also with regional
and national department store chains. We believe we can compete effectively with
the regional and national  department stores due to our unique product mix. Most
larger  furniture  companies  buy for all retail  outlets and offer  generic and
similar  products.  We believe our imported  furniture and accessories  offer an
additional choice not found at the traditional chain retailer.

We also believe we have  competitively  priced  product in the mid range pricing
scale.  This provides access to a larger  cross-section  of the retailing public
that are shopping for products




<PAGE>



such as we sell.  Finally,  we believe our  ability to make  prompt  delivery of
orders  through  maintenance of inventory to be a key to the success of not only
satisfied customers, but also allowing for repeat business.

The Dallas-Fort Worth Metroplex
According to the DFW Regional  Economic  Development  Fact Book  prepared by the
Greater    Dallas    Chamber    (located   at   the    following   web   address
http://www.gdc.org/DFW%20Regional%20Economic%20Development%20Fact%20Book.pdf#s
earch='metroplex%20population)
"The eight  counties of the Dallas PMSA  together  with the four counties of the
Fort  Worth  PMSA  compose  the   12-county   Dallas-Fort   Worth   Consolidated
Metropolitan   Statistical   Area  (Dallas-   Fort  Worth  CMSA),   referred  to
collectively  as the  Metroplex.  With a  population  well over 5  million,  the
Metroplex  is the largest  market in the  Southern  US and ninth  largest in the
nation.  Between 2000 and 2030, the  diversified  population of the Metroplex is
expected to grow by 2.7 million  people to almost 8 million.  Dallas-Fort  Worth
has a large working-age population.  According to Census 2000, the median age of
the Metroplex is 32.1 while the national age is 35.3.

This report also identifies Metroplex household income trends. According to this
report and based on information  from the US Census Bureau,  the following chart
highlights the increased affluence and therefore increased  disposable income of
residents of the Metroplex:

DFW Household                       1990             2000              2005
Income (Nominal $)                  Census           Census            Estimate
-------------------------------------------------------------------------------

0 - $34,999                         52.9%            35.7%             30.5%
$35,000 - $74,999                   35.7%            37.0%             37.2%
$75,000 - $150,000                  9.3%             21.3%             26.2%
$150,000 +                          2.0%              6.0%              6.0%

Competition
We  believe  competition  will be  determined  by price,  service,  and  product
selection.  The  Company  believes  it  has a  competitive  edge  in  all  three
categories specifically;

Price  -  Due  to  discount   purchasing   through  container  of  competitively
manufactured quality merchandise,  the Company believes it has an advantage over
regional and national chain stores.

Selection - Due to the foreign element of the Company's product,  it possesses a
uniqueness which  differentiates it from traditional chain store furnishings and
accessories. This in itself will drive the attractiveness factor of the product.

Service - Store  purchases are  guaranteed  same day delivery  through  contract
local metro shipping companies.

Marketing
Marketing  activities  have been  restricted  by cash flow and as such have been
limited  to  building  signage  and word of mouth  advertising.  Going  forward,
through the proceeds of this offering, the company intends to increase marketing
activities  through  printed  circulars,  newspapers,  trade magazines and local
television and radio commercial spots

Employees


<PAGE>



The Company presently has one employee. We anticipate hiring an additional sales
person within the next 12 months.

Other factors
The  Company's  operations  are not  dependent  on  patents,  copyrights,  trade
secrets,  know-how or other proprietary information.  We do not anticipate doing
so in the future. We are not under any confidentiality agreements, covenants and
the like.


ITEM 2.           DESCRIPTION OF PROPERTY

The company rents a 2,980 square foot facility on a three year lease at the rate
of  $1,500  per month  from a company  controlled  by a  shareholder.  The lease
expires in November 2007.


ITEM  3.          LEGAL PROCEEDINGS

The company is not involved in any legal proceedings.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote to the security  holders during
2005.





<PAGE>



PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
                  MATTERS

The Common Stock is not currently quoted on any exchange.

Shareholders

As of December 31, 2005, there were 83 record holders of the Common Stock.

Dividends

The  Company has not paid cash  dividends  on any class of common  equity  since
formation  and the  Company  does not  anticipate  paying any  dividends  on its
outstanding common stock in the foreseeable future.

Warrants

The Company has no warrants outstanding.


ITEM 6            MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION

SUMMARY OF 2004

We started our business in 2004 when we  incorporated  on May 4, 2004 and opened
our store in late November.  As a new business we took time to develop our image
and our marketing strategy. It has been a little over a year since we opened and
it appears our marketing is now paying dividends in the form of increased sales.

Results for the Period Ended December 31, 2005

Revenues for the period ended December 31, 2005 were $134,690 compared to $8,209
for 2004.

Cost of goods sold were  $58,004 for 2005 and $1,491 for 2004,  thus giving us a
gross  profit of $76,686 or 57% and $6,718 or 82%.  Our gross  profit  went down
since in 2004 we sold only smaller  items that had a much higher markup and when
we had a whole year of operations in 2005, we sold a much more varied  selection
fo goods where our markup varied.

Total  operating  expenses for the period were $132,002 for 2005 and $12,701 for
2004. Our highest expenses,  respectively for 2005 and 2004, were advertising of
$43,622  and 5,523,  rent of $18,000  and $1,500 and  payroll of $24,000  and 0.
Since we are a new business,  we had many costs that were non-recurring one time
costs which we estimate at $14,000.

Net loss for the period was $56,384 compared to the loss for 2004 of $5,097.

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



<PAGE>



The financial statements of the Company, together with the independent auditors'
report  thereon of David S. Hall,  P.C.  appear on pages F-1 through F-7 of this
report.

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANICAL DISCLOSURES

None.

ITEM 8A.          CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures
         ------------------------------------------------

         We maintain controls and procedures designed to ensure that information
         required to be  disclosed  in the reports  that we file or submit under
         the Securities Exchange Act of 1934 is recorded, processed,  summarized
         and reported  within the time periods  specified in the rules and forms
         of the Securities and Exchange Commission.  Based upon their evaluation
         of those controls and procedures performed within 90 days of the filing
         date of this  report,  our chief  executive  officer and the  principal
         financial officer concluded that our disclosure controls and procedures
         were adequate.

(b)      Changes in internal controls
         ----------------------------

         There were no significant  changes in our internal controls or in other
         factors that could  significantly  affect these controls  subsequent to
         the date of the  evaluation  of those  controls by the chief  executive
         officer and principal financial officer.




<PAGE>



PART III.

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

As of December 31, 2005,  the following  persons serve as directors and officers
of the Company.

Denise D. Smith            Chief Executive Officer, President, Chief Financial
                           Officer and Director

DENISE D. SMITH.  Ms. Smith  graduated  from Oklahoma  State  University  with a
degree in Advertising  and Public  Relations.  She held various sales  positions
selling  advertising for brochures,  magazines and a television  station.  These
positions required her to interact with business owners and help them develop an
advertising  and  marketing  plan for their  business and working with local and
national  advertising  agencies in selling  advertising for their clients.  This
entailed  describing  the  different  advertising  avenues  which  gave  her  an
expertise  in the  advertising  and  marketing  area.  She also was  required to
develop  territories and generate new business for her employers.  After working
successfully  in these sales  positions  she took time to raise a family.  Since
June 4,  2004,  she has been the sole  officer  and  director  of  Silver  Pearl
Enterprises, Inc.


ITEM 10.          EXECUTIVE COMPENSATION

Our executive officer received $1,560 in 2005 and 0 in 2004.



<PAGE>


ITEM 11.          SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIA
                                     OWNERS


As of December 31, 2004,  the following  persons are known to the Company to own
5% or more of the Company's Voting Stock:

Title / relationship                                   Amount owned
to Issuer                       Name of Owner          before offering   Percent
--------------------------------------------------------------------------------

President, Secretary
  and Director                  Denise D. Smith        4,000,000         79.60%

Shareholder                     Art Xpectations, LLC     400,000          7.96%

Shareholder                     VMP Enterprises, LLC     360,000          7.16%


All officers, directors, and
10% shareholders as a group                            4,760,000         94.72%








<PAGE>



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION

None.


ITEM 13.          EXHIBITS, FINANICAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following  documents are filed as part of this report:  Included in Part
II, Item 7 of this report:

         Report of Independent Public Accountant

         Balance Sheet as of December 31, 2005 and 2004

         Statement  of  Operations - Twelve  Months Ended  December 31, 2005 and
         Period from May 4, 2004 (Inception) to December 31, 2004

         Statement of  Stockholders  Equity - Period from  Inception to December
         31, 2005

         Statement  of Cash Flows - Twelve  Months  Ended  December 31, 2005 and
         Period from May 4, 2004 (Inception) to December 31, 2004

         Notes to Financial Statements

(b) The company filed the following Form 8-K's in 2005.

None.

(c) Exhibits

31       Certification

32       Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 - CEO and CFO



ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for  professional  services  rendered by our auditors,
for the audit of the registrant's annual financial  statements and review of the
financial  statements  included in the registrant's Form 10-KSB or services that
are  normally  provided by the  accountant  in  connection  with  statutory  and
regulatory filings or engagements for fiscal year 2005 was $4,500.

(2) AUDIT-RELATED FEES

NONE



<PAGE>



(3) TAX FEES

NONE

(4) ALL OTHER FEES

NONE

(5) AUDIT  COMMITTEE  POLICIES AND PROCEDURES The Company does not have an audit
committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full- time, permanent employees.

Not applicable.















<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its
behalf by the undersigned hereunto duly authorized.


SILVER PEARL ENTERPRISES, INC.

By: /s/  Denise D. Smith
    --------------------
         Denise D. Smith
         Chief Executive Officer & Chief Financial Officer


Dated: April 10, 2006





<PAGE>











                         SILVER PEARL ENTERPRISES, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2005









<PAGE>




                          SILVER PEARL ENTERPRISES, INC
                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                        PAGE (S)

BASIC FINANCIAL STATEMENTS

         Independent Auditor's Report                                       1

         Balance Sheet as of December 31, 2005                              2

         Statements of Income for the Years Ended
                 December 31, 2005 and 2004                                 3

         Statements of Cash Flows for the Years Ended
                 December 31, 2005 and 2004                                 4

         Statement of Stockholders' Equity for the Year Ended
                 December 31, 2005 and 2004                                 5

         Notes to the Financial Statements                                6-10




















                                        i

<PAGE>







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Management of
Silver Pearl Enterprises, Inc.
Rockwall, Texas

We have audited the accompanying balance sheet of Silver Pearl Enterprises, Inc.
as of December  31, 2005 and the related  statements  of income,  cash flows and
stockholders'  equity for the year ended  December  31,  2005.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Silver Pearl Enterprises,  Inc.
as of December 31, 2005,  and the results of its  operations  and its cash flows
for the period then ended in conformity  with  accounting  principles  generally
accepted in the United States of America.





/s/  David S. Hall, P.C.
-----------------------
David S. Hall, P.C.

Dallas, Texas
April 11, 2006



                                       1
<PAGE>


<TABLE>

<CAPTION>



                         SILVER PEARL ENTERPRISES, INC.
                                  Balance Sheet
                                December 31, 2005

<S>                                                                             <C>


ASSETS
      Current Assets
          Cash and Cash Equivalents                                              $     83,063
          Accounts Receivable                                                           3,522
          Inventory                                                                    70,891
                                                                                  -------------
               Total Current Assets                                                   157,476

      Fixed Assets
          Furniture & Equipment                                                         3,793
          Transportation Equipment                                                      4,314
          Website Costs                                                                25,000
          Leasehold Improvements                                                       15,183
          Less: Accumulated Depreciation                                              (13,393)
                                                                                 -------------
               Total Fixed Assets                                                      34,897

      Other Assets
          Deposits                                                                      1,500
          Deferred Tax Benefit                                                          8,801
                                                                                 -------------
               Total Other Assets                                                      10,301
                                                                                 -------------

                   TOTAL ASSETS                                                  $    202,674
                                                                                 =============

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current Liabilities
          Accounts Payable and Accrued Expenses                                  $      9,615
          Short Term Note Payable                                                         403
          Line of Credit Payable                                                       28,737
                                                                                 -------------
               Total Liabilities (All Current)                                         38,755

      Stockholders' Equity
          Common Stock, $.001 par value, 20,000,000 shares authorized,
               5,025,300 shares issued and outstanding                                  5,025
          Additional Paid-In Capital                                                  220,375
          Retained Earnings (Deficit)                                                 (61,481)
                                                                                 -------------
               Total Stockholders' Equity                                             163,919
                                                                                 -------------

                   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $    202,674
                                                                                 =============

</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                               Statement of Income
                    For the Year Ended December 31, 2005 and
        For the Period from Inception (May 4, 2004 ) to December 31, 2004



                                                                            2005            2004
                                                                       ---------------  --------------
<S>                                                                    <C>              <C>


REVENUES                                                               $      134,690   $       8,209

COST OF SALES                                                                  58,004           1,491
                                                                       ---------------  --------------
           GROSS PROFIT                                                        76,686           6,718

OPERATING EXPENSES
      Advertising                                                              43,622           5,523
      Contract Services                                                         6,354           4,302
      Rent                                                                     18,000           1,500
      License & Fees                                                            3,638             550
      Office Expenses                                                             590             117
      Depreciation                                                             12,683             709
      Other Operating Expenses                                                 47,113               0
                                                                       ---------------  --------------
           TOTAL OPERATING EXPENSES                                           132,000          12,701
                                                                       ---------------  --------------

NET OPERATING INCOME (LOSS)                                                   (55,314)         (5,983)

OTHER INCOME (EXPENSE)
      Interest Income                                                               8               0
      Interest Expense                                                         (3,050)            (13)
      Unrealized Loss from Marketable Securities                               (5,930)              0
                                                                       ---------------  --------------
           TOTAL OTHER INCOME (EXPENSE)                                        (8,972)            (13)
                                                                       ---------------  --------------

NET (LOSS) BEFORE INCOME TAXES                                                (64,286)         (5,996)

      Provision for Income Taxes (Expense) Benefit                              7,902             899
                                                                       ---------------  --------------

NET (LOSS)                                                             $      (56,384)  $      (5,097)

      Beginning Retained Earnings (Deficit)                                    (5,097)              0
                                                                       ---------------  --------------

ENDING RETAINED EARNINGS (DEFICIT)                                     $      (61,481)  $      (5,097)
                                                                       ===============  ==============

EARNINGS PER SHARE

      Weighted Average of Outstanding Shares                                4,826,145       3,935,104
                                                                       ===============  ==============
      Income (Loss) for Common Stockholders                            $        (0.01)  $       (0.00)
                                                                       ===============  ==============
</TABLE>




The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>



<TABLE>


<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                             Statement of Cash Flows
                    For the Year Ended December 31, 2005 and
        For the Period from Inception (May 4, 2004 ) to December 31, 2004

                                                                            2005            2004
                                                                        --------------  --------------
<S>                                                                     <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (Loss)                                                 $     (56,384)  $      (5,097)
      Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                                        12,683             709
           Stock Issued for Services                                                0           4,000
           (Increase) in Accounts Receivable                                   (3,522)              0
           (Increase) in Inventory                                            (14,028)           (152)
           (Increase) in Deposits                                                   0          (1,500)
           (Increase) in Deferred Tax Benefit                                  (7,902)           (899)
           Increase in Accrued Expenses                                         8,907             708
                                                                        --------------  --------------
               Net Cash (Used) by Operating Activities                        (60,246)         (2,231)

CASH FLOWS FROM INVESTING ACTIVITIES                                                0               0

CASH FLOWS FROM FINANCING ACTIVITIES
      Common Stock Issued for Cash                                            102,650               0
      Common Stock Issued for Marketable Securities                            13,750               0
      Note Additions                                                           28,734          11,931
      Note Payable Offset Against Inventory Reduction                               0          (5,136)
      Note Payments                                                            (3,289)         (3,100)
                                                                        --------------  --------------
               Net Cash Provided by Financing Activities                      141,845           3,695
                                                                        --------------  --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                      81,599           1,464

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                  1,464               0
                                                                        --------------  --------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                $      83,063   $       1,464
                                                                        ==============  ==============


SUPPLEMENTAL DISCLOSURES

      Cash Paid During the Year for Interest Expense                    $       3,050   $           0
                                                                        ==============  ==============
      Stock Issued for Fixed Assets & Inventory                         $           0   $     105,000
                                                                        ==============  ==============
      Stock Issued for Services                                         $           0   $       4,000
                                                                        ==============  ==============
      Stock Issued for Marketable Securities                            $      13,750   $           0
                                                                        ==============  ==============
</TABLE>




The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


<TABLE>

<CAPTION>


                         SILVER PEARL ENTERPRISES, INC.
                  Statement of Changes in Stockholders' Equity
        For the Period from Inception (May 4, 2004) to December 31, 2005

                                                Common Stock                Paid-In          Retained
                                            Shares            Amount        Capital          Earnings          Totals
                                       -----------------   ----------------------------   ---------------------------------
                                       -----------------   ------------  --------------   -------------   -----------------
<S>                                                                      <C>              <C>             <C>

2004
----
Beginning Stockholder's Equity                        0    $         0   $           0    $          0                   0

      Issuance of Common Stock
          for Cash & Services                 4,000,000          4,000               0                               4,000

      Issuance of Common Stock
          for Website                           400,000            400          24,600                              25,000

      Issuance of Common Stock
          for Assets                            360,000            360          79,640                              80,000

      Net (Loss)                                                                                (5,097)             (5,097)
                                       -----------------   ------------  --------------   -------------   -----------------

Ending Stockholders' Equity                   4,760,000    $     4,760   $     104,240    $      (5,097)  $         103,903
                                       =================   ============  ==============   =============   =================

2005
----
      Issuance of Common Stock
          for Marketable Securities              60,000             60          13,690                              13,750

      Issuance of Common Stock
          for Cash                              205,300            205         102,445                             102,650

      Net (Loss)                                                                               (56,384)            (56,384)
                                       -----------------   ------------  --------------   -------------   -----------------

Ending Stockholders' Equity                   5,025,300    $      5,025  $      220,375   $     (61,481)  $         163,919
                                       =================   ============  ==============   =============   =================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>



                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2005



NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

         Nature of Activities, History and Organization:
         -----------------------------------------------

         Silver Pearl Enterprises,  Inc. (The "Company")  operates as a retailer
         of furniture and framed art. The Company is located in Rockwall,  Texas
         and was  incorporated  on May 4,  2004  under  the laws of the State of
         Texas.

         Significant Accounting Policies:
         --------------------------------

         The  Company's  management  selects  accounting   principles  generally
         accepted in the United  States of America and adopts  methods for their
         application.  The  application  of accounting  principles  requires the
         estimating,  matching  and timing of revenue  and  expense.  Below is a
         summary  of  certain   significant   accounting  policies  selected  by
         management.

                  Basis of Presentation:
                  ----------------------

                  The Company  prepares its financial  statements on the accrual
                  basis of accounting.

                  Cash and Cash Equivalents:
                  --------------------------

                  All highly  liquid  investments  with  original  maturities of
                  three  months or less are  stated at cost  which  approximates
                  market value.

                  Marketable Securities:
                  ----------------------

                  Debt  securities  and  equity  securities  that  have  readily
                  determinable  fair  values are  recorded  at fair value in the
                  accompanying    balance   sheet   and   are    classified   as
                  available-for-sale.

                  Inventory:
                  ----------

                  The  inventory  method  used  is the  specific  identification
                  method. Additionally, inventory is stated at the lower of cost
                  or market value.




                                       6

<PAGE>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2005



NOTE 1 - (CONTINUED)
--------------------

                  Website Development Costs:
                  --------------------------

                  The  Company  adopted  EITF  00-02,  "Accounting  for  website
                  developments  costs". In accordance with EITF 00-02, the costs
                  incurred for the (i) website  application  and  infrastructure
                  development;  (ii)  graphics  development;  and (iii)  content
                  development,  which  took the  website to a  functional  stage
                  where it could receive orders,  were capitalized and amortized
                  over three  years.  Maintenance  expenses or costs that do not
                  result in new revenue producing features or functions, such as
                  updating  information  and  products  or  maintenance  of  the
                  website or promotion of the website using search engines,  are
                  expensed as incurred. Prior to this development,  Silver pearl
                  had no website.  In the twelve months ended December 31, 2005,
                  $700 has been expensed and none capitalized.

                  Earnings (Loss) per Share:
                  --------------------------

                  Earnings  (loss) per share  (basic) is  calculated by dividing
                  the net income (loss) by the weighted average number of common
                  shares outstanding for the period covered.  As the Company has
                  no potentially  dilutive  securities,  fully diluted  earnings
                  (loss) per share is  identical  to  earnings  (loss) per share
                  (basic).

                  Use of Estimates:
                  -----------------

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make estimates and assumptions that affect certain reported
                  amounts and  disclosures.  Accordingly,  actual  results could
                  differ from those estimates.



                                       7
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2005



NOTE 2 - FIXED ASSETS
---------------------

         Fixed assets at December 31, 2005 are as follows:

                 Furniture & Equipment                               $  3,793
                 Transportation Equipment                               4,314
                 Website                                               25,000
                 Leasehold Improvements                                15,183
                 Less: Accumulated Depreciation                       (13,393)
                                                                     --------

                          Total Fixed Assets                         $ 34,897
                                                                     ========

         Depreciation  expense was $12,683 for the year ended  December 31, 2005
and $709 for the period ended December 31, 2004.


NOTE 3 - COMMON STOCK
---------------------

         The Company is  authorized to issue  20,000,000  common shares at a par
         value of $0.001 per share.  These  shares have full voting  rights.  At
         December 31, 2005, there were 5,025,300 shares outstanding as follows:

                                                                      Shares

                 At Inception                                       4,000,000
                 June 12, 2004                                        400,000
                 December 1, 2004                                     360,000
                 December 2005 in IPO                                 265,300
                                                                    ---------

                          Total Shares Outstanding                  5,025,300
                                                                    =========





                                       8
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2005



NOTE 4 - INCOME TAXES
---------------------

         The Company has adopted Statement of Financial Accounting Standards No.
         109, Accounting for Income Taxes (SFAS No. 109), which requires the use
         of the liability  method in the  computation  of income tax expense and
         the current and  deferred  income  taxes  payable.  Under SFAS No. 109,
         income  tax  expense  consists  of taxes  payable  for the year and the
         changes during the year in deferred  assets and  liabilities.  Deferred
         income taxes are recognized for the tax consequences in future years of
         differences  between  the tax bases and  financial  reporting  bases of
         assets and  liabilities.  Valuation  allowances  are  established  when
         necessary to reduce  deferred  tax assets to the amount  expected to be
         realized.

         The Company had a net loss for the year ended  December  31, 2005 and a
         net loss for the period  ended  December  31,  2004,  and  therefore  a
         deferred tax benefit has been recognized in the amount of $8,801.

         The  realization  of deferred  tax benefits is  contingent  upon future
         earnings.


NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

         The Company leases retail space under a three-year  lease which expires
         in November 2007.  Future  minimum  rental  obligations at December 31,
         2005 are as follows:

                                          Year Ended

                                    2006                                 18,000
                                    2007                                 16,500
                                    2008                                      0
                                    2009 and After                            0
                                                                     ----------

                                            Totals                   $   34,500
                                                                     ==========

         Rent  expense  was  $18,000  for the year ended  December  31, 2005 and
$1,500 for the period ended December 31, 2004.



                                       9
<PAGE>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2005



NOTE 6 - NOTES PAYABLE
----------------------

         The Company  acquired  certain  assets  through the  issuance of a note
         payable and common stock. The note principal was originally $11,931 and
         was subsequently reduced to $403 through an offset against inventory of
         $5,136 and payments of $6,392.

         The note calls for  interest  of 10% with the  entire  amount due on or
         before June 30, 2006.

         The Company  entered  into an amended  and  restated  revolving  credit
         Arrangement  on March 1, 2005 for  $50,000.  As of December  31,  2005,
         $28,737 had been drawn down against the credit line. Collateral for the
         loan includes all of the assets and business interests,  as well as all
         of the  common  stock  that  the  Chief  Executive  Officer  and  Chief
         Financial Officer own (4,000,000 shares). The loan has an interest rate
         of 5% per annum,  compounded  monthly and is due on April 1, 2007. Upon
         the occurrence of an event of default,  Lender may attach and apply any
         profits  accrued  by the  Company,  to cure the  default or to apply on
         account of any indebtedness  under the Revolving Credit Arrangement due
         and owing.  At December 31, 2005,  the balance  owing on the  Revolving
         Credit Arrangement was $28,737.


                                       10
<PAGE>





                                                                      Exhibit 31
CERTIFICATION

I, Denise D. Smith, certify that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Silver  Pearl
Enterprises, Inc.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 10, 2006

/s/  Denise D. Smith
--------------------
Denise D. Smith
Chief Executive Officer and Chief Financial Officer






<PAGE>




                                                                      Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Silver Pearl  Enterprises,  Inc. (the
"Company")  on Form 10- KSB for the period  ending  December 31, 2005,  as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report'),
I, Denise D. Smith, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


/s/  Denise D. Smith
----------------------
Denise D. Smith
Chief Executive Officer and Chief Financial Officer
April 10, 2006